Central Park pigeons, fluffy like swans, herald Frank Borzage’s vision of lower depths and heightened feelings: The camera pans up to find Spencer Tracy in top hat and tails, then right to reveal Loretta Young on the same bench, her famished peepers on the popcorn he’s feeding the birds. The striking play of realism and reverie continues in a ritzy restaurant, where "the unemployment situation" is broached with consequences for My Man Godfrey, and then out in the boulevard, with the couple posed in front of a blatant process shot (passersby smile at the lenses) in a proto-Syberberg effect. The gag is that the king is penniless, Tracy’s high-society robes are really a walking billboard (advertising for coffee lights up on his shirtfront), he doffs them and goes skinny-dipping with Young. "I expect he’s the cleanest man in the world!" she enthuses. A vast shantytown is the setting, both sanctuary and purgatory, a place of psalms and jibes ("plenty of running water, a whole river of it!") and just the sort of studio recreation of vagabond emotional states Kurosawa would repeatedly strive for (One Wonderful Sunday, Dodes’ka-den). Other dwellers include the preacher-cum-night watchman (Walter Connolly), the lush next door (Marjorie Rambeau), and the envious scoundrel (Arthur Hohl), but the heart to Borzage is in the delicate tussle between Tracy’s guarded swagger and Young’s practical magic, he trying to bury tenderness under sarcasm, she slipping daintily through the rubble, hugging with her eyes. The danger and the need of "stepping out of your class," the warmth of a stove and the volatility of a train whistle, all painted with a direct lyricism that, in moments like the carnival reunion between a humbled rooster and a pregnant waif or the safecracking operation interrupted by a wind-up toy, hews closer to Molnár than the director’s official version of Liliom. The camera’s lovely final ascension says: Look and you will find Botticellis and Fragonards on the hay-strewn floor of a boxcar, all you need are two lovers. Cinematography by Joseph August. With Glenda Farrell, and Dickie Moore. In black and white.